Genovis’ General Terms and Conditions of Sale and Service

Welcome to Genovis and thank you for your interest in purchasing our products and/or services. We value your business and our goal is to make your purchasing experience as smooth as possible. Below you will find Genovis’ General Terms and Conditions. If you have any questions about our quotation or ordering process, please contact us.

1. Acceptance

All sales/services are subject to and expressly conditioned upon the terms and conditions contained herein, and upon customers assent thereto. No variation of these terms and conditions will be binding upon Genovis unless agreed to in writing and signed by an officer or other authorized representative of Genovis.

2. Genovis products

2.1 Order change

Orders arising hereunder may be changed or amended only by written agreement signed by both customer and Genovis, setting forth the particular changes to be made and the effect, if any, of such changes on the price and time of delivery. Customer may not cancel the order unless such cancellation is expressly agreed to in writing by Genovis. In such event, Genovis will advise customer of the total charge for such cancellation, and customer agrees to pay such charges, including, but not limited to, storage and shipment costs, costs of producing non-standard materials, costs of purchasing non-returnable materials, and any other cost resulting from cancellation of this order by customer which is permitted by Genovis. Certification of such costs by Genovis' independent public accountants shall be conclusive on the parties hereto.

2.2 Price change

The price stated in the quote/order confirmation or an agreement is complete and includes storage, handling, packaging and all other expenses and charges of Genovis exclusive of any duties, value added or other taxes. No surcharges, premiums or other additional charges of any type shall be added without customers express written consent.

Prices are not subject to increase, unless specifically stated in the quote/order confirmation or an Agreement, and Genovis assumes the risk of any event or cause affecting prices, including without limitation, foreign exchange rates, increases in raw material costs, inflation, increases in labor and other production and supply costs, and any other event which impacts the price or availability of materials or supplies.

2.3 Returns

Delivered products may not be returned for credit except with Genovis permission, and then only in strict compliance with Genovis’ return shipment instructions. Certain items may not be returned for credit. These items include custom products or special orders. Any returned items must be returned within 90 days of purchase.

2.4 Delivery, claims, delays

Customer shall inspect the delivery and shall notify Genovis in writing of any claims for shortages, defects or damages and shall hold the goods for Genovis written instructions concerning disposition. If customer fail to so notify Genovis within five days after the goods have been received by customer, such goods shall conclusively be deemed to conform to the terms and conditions hereof and to have been irrevocably accepted by the customer.

 Genovis shall not be liable for any loss, damage or penalty as a result of any delay in or failure to manufacture, deliver or otherwise perform hereunder due to any cause beyond Genovis’ reasonable control, including, without limitation, unsuccessful reactions, act of customer, embargo or other governmental act, regulation or request affecting the conduct of Genovis business, theft, vandalism, acts of God, acts of war, fire, flood, insurrection, labor disputes, riots, earthquakes, power failures, pandemics, epidemics, or other acts of nature, delay in transportation, or inability to obtain necessary labor, fuel, materials, supplies or power at current prices.

2.5 Customers use of products

Genovis’ products are intended for research use only and are not to be used for any other purposes unless otherwise stated on product labels, on Genovis’ web site or in other documents furnished to customer.

2.6 Customers representations and indemnit

Customer represents and warrants that it shall use all products ordered herein in accordance with Paragraph No. 2.5 "Customers use of products", and that any such use of products will not violate any law or regulation. Customer agrees to indemnify and hold harmless Genovis, its employees, agents, successors, officers, and assigns, from and against any suits, losses, claims, demands, liabilities, costs and expenses (including attorney and accounting fees) that Genovis may sustain or incur as a result of any claim against Genovis based upon negligence, breach of warranty, strict liability in tort, contract, or any other theory of law brought by customer, its officers, agents, employees, successors or assigns, by end users, by auxiliary personnel (such as freight handlers, etc.) or by other third parties, arising out of, directly or indirectly, the use of Genovis’ products, or by reason of customers failure to perform its obligations contained herein. Customer shall notify Genovis in writing within fifteen (15) days of customers receipt of knowledge of any accident, or incident involving Genovis’ products which results in personal injury or damage to property, and customer shall fully cooperate with Genovis in the investigation and determination of the cause of such accident and shall make available to Genovis all statements, reports and tests made by customer or made available to customer by others. The furnishing of such information to Genovis and any investigation by Genovis of such information or incident report shall not in any way constitute any assumption of any liability for such accident or incident by Genovis.

2.7 Compliance with laws and regulations

Genovis certifies that to the best of its knowledge its products are produced in compliance with applicable laws, regulations and rules issued pursuant thereto.

2.8 Warranties

Genovis warrants that its products shall conform to the description of such products as provided to customer by Genovis through Genovis’ web site, analytical data or other literature. This warranty is exclusive and Genovis makes no other warranty, express or implied, including any implied warranty of merchantability or fitness for any particular purpose.

Genovis’ warranties made in connection with sales shall not be effective if Genovis has determined, in its sole discretion, that customer has misused the products in any manner, has failed to use the products in accordance with industry standards and practices, or has failed to use the products in accordance with instructions, if any, furnished by Genovis.

Genovis’ sole and exclusive liability and customers exclusive remedy with respect to products proved to Genovis satisfaction to be defective or nonconforming shall be replacement of such products without charge or refund of the purchase price, in Genovis’ sole discretion, upon the return of such products in accordance with Genovis’ instructions.

Genovis shall not in any event be liable for incidental, consequential or special damages of any kind resulting from any use or failure of the products, even if Genovis has been advised of the possibility of such damage including, without limitation, liability for loss of use, loss of work in progress, loss of revenue or profits, failure to realize savings, loss of products of customer or other use or any liability of customer to a third party on account of such loss, or for any labor or any other expense, damage or loss occasioned by such product including personal injury or property damage unless such personal injury or property damage is caused by Genovis’ gross negligence. All claims must be brought within one (1) year of shipment, regardless of their nature.

3. Genovis Service 

3.1 Customers material for the purpose of the service

Customers material as defined in the quote/agreement (“Material”) remain the property of the customer and customer certifies that it has all necessary rights, consents, and authorizations to provide the Materials to Genovis for the purpose of the service. Genovis will upon request return the Material to customer at the customers expense. If no request has been made Genovis will have the right to dispose of such Material.

3.2 Service and assumption of the risks

Customer understands that the service provided by Genovis carry with it certain inherent risks that cannot be eliminated regardless of the care taken by Genovis to avoid damage or destruction of the supplied Material. Customer uses Genovis’ services at its own risk. Genovis will have no liability to customer for such Material including risk of loss or damage to such Material, except due to Genovis gross negligence or intentional misconduct.

3.3 Interruption of services

Genovis shall be excused from any delay or failure in performance caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, flood, insurrection, labor disputes, riots, earthquakes, power failures, pandemics, epidemics, or other acts of nature. The obligations and rights of Genovis shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption.

3.4 Warranties

Genovis makes no, and hereby disclaims any and all, representations and warranties of any kind, express or implied, with respect to Genovis performance of the service, including without limitation, warranties of merchantability or fitness for a particular purpose. In no circumstance will Genovis be liable for penalties or liquidated damages or for special, indirect, consequential, punitive, exemplary or incidental damages of any kind (including lost profits, loss of work in progress, loss of goodwill, or diminution of market value), regardless of whether any such losses or damages are characterized as arising from breach of contract, breach of warranty, tort, strict liability or otherwise, even if customer advises Genovis of the possibility of such losses or damages, or if such losses or damages are foreseeable. Genovis aggregate liability in connection with the service shall be limited to the amount equal to the fee paid by customer for the service in question.

4. Invoicing and Freight

The price for the product/service is on the basis of FCA, Free Carrier, INCOTERMS 2020, Kävlinge SWEDEN. The price includes Genovis to clear the product/processed Material for export if applicable. However, Genovis has no obligations to clear the product/processed Material for import, pay any import duty or carry out any import customs formalities.

Title and all risk of loss or damage to the Product/processed Material shall pass from the Genovis to customer when Genovis delivers the Product/processed Material to the carrier at Genovis premises, Karl Johans väg 104, Kävlinge, Sweden, on the basis of FCA, Free Carrier, INCOTERMS 2020.

5. Payment

Amounts are due and payable upon receipt of invoice. Terms of sale are net 30 days of date of invoice, unless otherwise stated. If payment is not received within 30 days from the day of invoice, customer may be subjected to late payment charges. 
If the financial condition of customer results in the insecurity of Genovis, in its sole and unfettered discretion, as to the ultimate collectability of the purchase price, Genovis may, without notice to the customer, delay or postpone the delivery of the products and Genovis, at its option, is authorized to change the terms of payment to payment in full or in part in advance of shipment of the entire undelivered balance of said products.

6. Patent disclaimer

Genovis does not warrant that the use or sale of the products delivered will not infringe the claims of any patents covering the product itself or the use thereof in combination with other products or in the operation of any process.

7. Governing Law

All disputes as to the legality, interpretation, application, or performance of this order or any of its terms and conditions shall be governed by the laws of Sweden without regards to its principles of conflict of laws.

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